0000313212-11-000117.txt : 201106220000313212-11-000117.hdr.sgml : 2011062220110622140408ACCESSION NUMBER:0000313212-11-000117CONFORMED SUBMISSION TYPE:N-CSRSPUBLIC DOCUMENT COUNT:27CONFORMED PERIOD OF REPORT:20110430FILED AS OF DATE:20110622DATE AS OF CHANGE:20110622EFFECTIVENESS DATE:20110622

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:T. Rowe Price International Funds, Inc.CENTRAL INDEX KEY:0000313212IRS NUMBER:521175211FISCAL YEAR END:1231

FILING VALUES:FORM TYPE:N-CSRSSEC ACT:1940 ActSEC FILE NUMBER:811-02958FILM NUMBER:11925375

BUSINESS ADDRESS:STREET 1:100 EAST PRATT STREETCITY:BALTIMORESTATE:MDZIP:21202BUSINESS PHONE:410-345-2000

MAIL ADDRESS:STREET 1:100 EAST PRATT STREETCITY:BALTIMORESTATE:MDZIP:21202

FORMER COMPANY:FORMER CONFORMED NAME:PRICE T ROWE INTERNATIONAL FUNDS INCDATE OF NAME CHANGE:19920703

FORMER COMPANY:FORMER CONFORMED NAME:PRICE T ROWE INTERNATIONAL TRUSTDATE OF NAME CHANGE:19900301

FORMER COMPANY:FORMER CONFORMED NAME:PRICE T ROWE INTERNATIONAL FUND INCDATE OF NAME CHANGE:19890914

0000313212S000001495T. Rowe Price Latin America Fund

C000004014T. Rowe Price Latin America FundPRLAX

N-CSRS1srlam.htmT. ROWE PRICE LATIN AMERICA FUND

T. Rowe Price Latin America Fund - April 30, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-2958

T. Rowe Price International Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrants telephone number, including area code: (410) 345-2000

Date of fiscal year end: October 31

Date of reporting period: April 30, 2011

Item 1: Report to Shareholders

Latin America Fund

April 30, 2011

The views and opinions in this report were current as of April 30, 2011. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, andthe managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of the funds future investment intent. The report iscertified under the Sarbanes-Oxley Act, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.

REPORTS ON THE WEB

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Managers Letter

Fellow Shareholders

Emerging market stocks produced solid gains over the six months ended April 30, 2011, as most countries have resumed growing strongly after recovering from the 2008 global financial crisis. But rapid growth has also stoked inflationarypressures, which have grown more acute in recent months. Although Latin American stocks rose during the reporting period, they trailed the broader emerging markets universe. Mexico led the region, as economic growth in the regions second mostpopulous country quickened and inflation stayed tame. Brazil, the regions biggest economy, rose more modestly amid concerns about rising prices and doubts about the governments resolve in tamping down inflation.

Your fund returned 3.15% for the six-month period ended April 30, 2011, trailing the MSCI EM (Emerging Markets) Latin America Index and the Lipper Latin American Funds Average. Stock selection in Brazil, the funds biggest countryallocation, accounted for most of the underperformance against the benchmark. Stock selection in Mexico also hampered results. From a sector viewpoint, stock selection in telecommunication services and financials was the main detractor from relative performance. In terms of absolute performance, financials and consumer discretionary stocks, both of which declined over the period, were the biggest detractors.All other sectors rose over the period, led by consumer staples and materials. The fund continues to invest mainly in Brazil and Mexico, the two countries where we see the most compelling growth opportunities, with an emphasis on sectors likefinancials and consumer discretionary, which we think will benefit the most as an increasingly consumption-minded middle class expands.

MARKET ENVIRONMENT

Stock markets across Latin America produced mixed returns over the past six months, although the major markets ended the period higher. Early in 2011, emerging market stocks declined as investors worried about rising inflation andmonetary tightening across the developing world. At the same time, the U.S. economic recovery began to pick up steam, raising the attractiveness of the U.S. and other developed markets. Investors responded by shifting funds into developed markets atthe expense of emerging markets, which had enjoyed a strong run from 2009 to 2010.

Stock markets grew increasingly volatile into March as strong economic growth in the developing world bred worries about inflation and possible overheating in many countries. Geopolitical events outside Latin America also contributed tovolatility during the period. Antigovernment protests in the Middle East starting in January spread quickly across the region and drove up the price of oil to over $100 per barrel by March. The Mideast turmoil also highlighted the politicaluncertainty of some frontier markets, adding to the risk aversion to emerging market stocks in general. The massive earthquake that struck Japan on March 11, 2011, led to a global stock sell-off for several days as investors assessed the impact ofthe disaster on the world economy.

By the end of the reporting period, Mexico was the regions best performer, with a 10% gain. Mexicos economic picture has brightenedin recent months amid mounting evidence that growth is spreading beyond exports to domestic demand. Its economy grew 5.5% in 2010, the quickest pace in a decade, after contracting sharply in 2009 in the wake of the global financialcrisis. Unlike most developing countries experiencing rapid growth, Mexico is enjoying subdued inflation and is the only major country in LatinAmerica to keep interest rates steady in the past year. Brazilian stocks rose 4% over the period, but inflationary pressures continue to weigh on the countrys booming economy. Brazils new president, Dilma Rousseff, who took office in January, is grappling with the runaway government spending prior to the 2010 presidential election. The countrys central bank hasraised interest rates three times this year. But investors remain unconvinced that recent monetary tightening will have a great effect on curbing inflation, which accelerated to 6.5% in the year through April and remained well above thegovernments 4.5% target. The interest rate hikes have also drawn foreign capital and put upward pressure on Brazils currency, which has strengthened markedly against the dollar and hurt the profitability of the countrys exporters.As for other markets in the region, Chile was the only other gainer, ending the period up 5%. Argentina and Colombia declined modestly, while Peru fell nearly 18% amid political uncertainty.

PORTFOLIO REVIEW

The consumer staples sector was the top absolute contributor over the period, led by our holdings in BRFBrasil Foods and Walmart de Mexico (Walmex). Shares in Brasil Foods, the worlds biggest poultry exporter, jumped to a record high in February after the company reported strong results and a promising outlook. Domestic and export growth has been robust, and thecompanys balance sheet is solid, but we trimmed our position in Brasil Foods for valuation reasons after its shares rallied. We also reduced our holdings in Walmex, Latin Americas biggest retailer. Although we like Walmex for its stronggrowth story and high exposure to rising consumerism in the region, the stock outperformed its peers in recent months, making it more expensive than other retail stocks. Still, Walmex remains a core holding in the fund. (Please refer to theportfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Energy stocks also contributed positively to performance, thanks to positions in Tenaris, a steel pipe manufacturer in Argentina, and Petroleo Brasileiro (Petrobras), Brazils state-controlled oil company. Tenaris was one of our biggest stock sales over the period as we sought to lock in gains after its shares performed strongly and made the companys risk/reward profile less attractive. However, we believe Tenaris should benefit from a favorable demand outlook and superior technology compared with its competitors. We trimmed our position in Petrobras, but it remains a top holding. The materials sector lifted returns, particularly our holdings in Brazilian names Usinas Siderurgicas de Minas Gerais, a steel producer, and Vale, the worlds top iron ore exporter. Both ranked among the funds top absolute contributors for the period. Vale has benefited from strong demand from China, its top export market, but is diversifying into new commodities and markets, which we view as a prudent move given that we expect iron ore prices to retreat. We trimmed our position in Vale over the period, but it remains one of the funds largest holdings.

The financials sector was the biggest absolute detractor over the period. Our holdings in Brazilian lender Banco Santander Brasil; mall operator MultiplanEmpreendimentos Imobiliarios; and Bm&F Bovespa, the operator of Brazils stock and derivatives markets, were especially hurtful. Financial shares in Brazil fell largelydue to concerns that rising interest rates would hurt banks profitability. Despite their exposure to rising interest rates, we still have a positive view of financials stocks in Brazil and the rest of the region, which should benefit as consumers growincreasingly wealthy and credit demand expands. Bovespas shares fell due to competition fears after a U.S. exchange operator teamed up with a local company to set up a new stock exchange in Brazil. However, we believe Bovespa offers anexcellent growth story in light of Brazils rapidly expanding economy, growing ranks of retail investors, and increasing number of companies seeking to go public. We took advantage of recent declines to add to our positions in all three companies, which we believe offer solid long-term potential. Consumer discretionary stocks, the only other sector to decline over theperiod, also weighed on performance. A position in Chilean department store retailer Empresas La Polar hurt returns as its shares fell sharply after the company reported disappointing earnings. However,we continue to have a favorable view of La Polar.

Our sector allocations stayed broadly the same over the period. Financials, materials, and consumer discretionary continue to account for the top three sectors in the fund. We are slightly underweight in materials, but we haverelatively large overweight allocations in consumer discretionary and financials. We believe these areas offer the most promising growth prospects as the middle class grows and domestic consumption increases. Our biggest purchase over theperioda new position in Brazilian cosmetics maker Natura Cosmeticosreflects our conviction that rising consumerism will drive strong growth for discretionary companies, particularly as morewomen join the workforce. Natura has a strong brand, a solid business model, and excellent management, and we see ample growth opportunities in a number of categories. We increased our weighting in industrials and business services, and we areactively seeking opportunities in this sector. Many Latin American countries sorely need to invest in new infrastructure,particularly Brazil, which is preparing to host the 2014 World Cup and 2016 Olympics. Two sizable purchases during the period were new positions in toll road operators OHL Mexico andBrazil-based CCR, which also operates a subway line in So Paulo.

As for country allocations, Brazil and Mexico continue to anchor the funds holdings and together accounted for almost 90% of assets at the end of the period. However, we have gradually increased our positionsin Brazilian companies over the period, making it the largest country overweight at the end of April. Despite the near-term challenges of inflation and monetary tightening, Brazil offers vast growth opportunities as the universe ofinvestable companies continues to expand and improve in quality and increasingly well-off consumers demand more goods and services.

OUTLOOK

We remain optimistic about the long-term prospects for Latin America, even as inflation worries continue to weigh on Brazil, the regions powerhouse. Inflation and a stronger currency are worrisome trends for Brazils outlookin the near term, and we believe its stock market will be volatile as investors assess whether recent monetary tightening is sufficient to counter inflation expectations. Although we see inflation in Brazil remaining stubbornly high in the comingmonths, we believe inflation is close to reaching a peak, if it has not done so already. Many companies in interest rate-sensitive industries such as banks, construction, and discretionary retail have largely underperformed in responseto Brazils monetary tightening. We took advantage of recent declines in Brazil to buy high-quality companies at attractive prices, and we will continue doing so if volatility continues.

Across Latin America, we believe that inflation is no longer a deep-rooted structural problem, corporate governance has markedly improved, and economies are relatively stable. Importantly, the factors driving long-term growth acrossLatin America are intact: rapid urbanization, rising incomes, growth of a consumer class, and an urgent need to invest in new infrastructure. As always, we continue to rely on bottom-up stock selection and comprehensive fundamental research as we seek out companies with solid business models, proven management teams, and strong earnings and cash flow growth.

Respectfully submitted,

Jos Costa Buck
Lead portfolio manager

May 19, 2011

The lead portfolio manager has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the funds investment program.

RISKS OF INTERNATIONAL INVESTING

Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country or limited geographic region tend to be riskier than more diversified funds. Risks can result fromvarying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a declinein the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.

GLOSSARY

Lipper averages: The averages of available mutual fund performance returns for specified time periods in defined categories as tracked by Lipper Inc.

MSCI EM (Emerging Markets) Latin America Index: A market capitalization-weighted index of stocks traded in seven Latin American markets.

Performance and Expenses

GROWTH OF $10,000

This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include abroad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes.

FUND EXPENSE EXAMPLE

As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees or sales loads, and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other fundexpenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investmentof $1,000 invested at the beginning of the most recent six-month period and held for the entire period.

Actual Expenses
The first line of the following table (Actual) provides information about actual account values and expenses based on the funds actual returns. You may use the information in this line, together with your accountbalance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line underthe heading Expenses Paid During Period to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes
The information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the funds actual expense ratio and an assumed 5% per year rate of return before expenses(not the funds actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds.The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Note: T. Rowe Price charges an annual small-account maintenance fee of $10, generally for accounts with less than $2,000 ($500 for UGMA/UTMA). The fee is waived for any investor whose T. Rowe Pricemutual fund accounts total $25,000 or more, accounts employing automatic investing, and IRAs and other retirement plan accounts that utilize a prototype plan sponsored by T. Rowe Price (although a separate custodial or administrative fee mayapply to such accounts). This fee is not included in the accompanying table. If you are subject to the fee, keep it in mind when you are estimating the ongoing expenses of investing in the fund and when comparing the expenses of this fund with otherfunds.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful incomparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.

Unaudited

The accompanying notes are an integral part of these financial statements.

Unaudited

The accompanying notes are an integral part of these financial statements.

Unaudited

The accompanying notes are an integral part of these financial statements.

Unaudited

The accompanying notes are an integral part of these financial statements.

Unaudited

The accompanying notes are an integral part of these financial statements.

Unaudited

NOTES TO FINANCIAL STATEMENTS

T. Rowe Price International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Latin America Fund (the fund), a nondiversified, open-end management investment company, is oneportfolio established by the corporation. The fund commenced operations on December 29, 1993. The fund seeks long-term growth of capital through investments primarily in the common stocks of companies located (or with primary operations) in LatinAmerica.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the use of estimatesmade by management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the valueultimately realized upon sale or maturity.

Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes.Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Income tax-relatedinterest and penalties, if incurred, would be recorded as income tax expense. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders arerecorded on the ex-dividend date. Income distributions are declared and paid annually. Capital gain distributions, if any, are generally declared and paid by the fund annually.

Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bidand asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effectof changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses.

Redemption Fees A 2% fee is assessed on redemptions of fund shares held for 90 days or less to deter short-term trading and to protect the interests of long-term shareholders. Redemption fees are withheld fromproceeds that shareholders receive from the sale or exchange of fund shares. The fees are paid to the fund and are recorded as an increase to paid-in capital. The fees may cause the redemption price per share to differ from the net asset value pershare.

NOTE 2 - VALUATION

The funds financial instruments are reported at fair value as defined by GAAP. The fund determines the values of its assets and liabilities and computes its net asset value per share at the close of the New York Stock Exchange(NYSE), normally 4 p.m. ET, each day that the NYSE is open for business.

Valuation Methods Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the officialclosing price at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation onthe exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and asked prices for domestic securities and the last quoted sale price for internationalsecurities. Debt securities with remaining maturities of less than one year at the time of acquisition generally use amortized cost in local currency to approximate fair value. However, if amortized cost is deemed not to reflect fair value or thefund holds a significant amount of such securities with remaining maturities of more than 60 days, the securities are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service.

Investments in mutual funds are valued at the mutual funds closing net asset value per share on the day of valuation.

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faithby the T. Rowe Price Valuation Committee, established by the funds Board of Directors.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, the fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the fund routinely compares closing prices, the next days opening prices in the same markets, and adjusted prices.

Valuation Inputs Various inputs are used to determine the value of the funds financial instruments. These inputs are summarized in the three broad levels listed below:

Level 1 quoted prices in active markets for identical financial instruments

Level 2 observable inputs other than Level 1 quoted prices (including, but not limited to, quoted prices for similar financial instruments, interest rates, prepayment speeds, and credit risk)

Level 3 unobservable inputs

Observable inputs are those based on market data obtained from sources independent of the fund, and unobservable inputs reflect the funds own assumptions based on the best information available. The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level. For example, non-U.S. equity securities actively traded in foreign markets generally are reflected in Level 2 despite the availability of closing prices because the fund evaluates and determines whether those closing prices reflect fair value at the close of the NYSE or require adjustment, as described above. The following table summarizes the funds financial instruments, based on the inputs used to determine their values on April 30, 2011:

NOTE 3 - OTHER INVESTMENT TRANSACTIONS

Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk factors of the fund aredescribed more fully in the funds prospectus and Statement of Additional Information.

Emerging Markets At April 30, 2011, approximately 99% of the funds net assets were invested, either directly or through investments in T. Rowe Price institutional funds, in securities of companies located in emerging markets, securities issued by governments of emerging market countries, and/or securities denominated in or linked to the currencies of emerging market countries. Emerging market securities are often subject to greater price volatility, less liquidity, and higher rates of inflation than U.S. securities. In addition, emerging markets may be subject to greater political, economic and social uncertainty, and differing regulatory environments that may potentially impact the funds ability to buy or sell certain securities or repatriate proceeds to U.S. dollars.

Repurchase Agreements All repurchase agreements are fully collateralized by U.S. government securities. Collateral is in the possession of the funds custodian or, for tri-party agreements, the custodiandesignated by the agreement. Collateral is evaluated daily to ensure that its market value exceeds the delivery value of the repurchase agreements at maturity. Although risk is mitigated by the collateral, the fund could experience a delay in recovering its value and a possibleloss of income or value if the counterparty fails to perform in accordance with the terms of the agreement.

Securities Lending The fund lends its securities to approved brokers to earn additional income. It receives as collateral cash and U.S. government securities valued at 102% to 105% of the value of thesecurities on loan. Cash collateral is invested by the funds lending agent(s) in accordance with investment guidelines approved by management. Although risk is mitigated by the collateral, the fund could experience a delay in recovering itssecurities and a possible loss of income or value if the borrower fails to return the securities or if collateral investments decline in value. Securities lending revenue recognized by the fund consists of earnings on invested collateral andborrowing fees, net of any rebates to the borrower and compensation to the lending agent. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form ofsecurities are not. On April 30, 2011, the value of loaned securities was $15,965,000 and cash collateral investments totaled $16,298,000.

Other Purchases and sales of portfolio securities other than short-term securities aggregated $286,614,000 and $304,305,000, respectively, for the six months ended April 30, 2011.

NOTE 4 - FEDERAL INCOME TAXES

No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable incomeand gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted forpermanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basisbalances have not been determined as of the date of this report.

At April 30, 2011, the cost of investments for federal income tax purposes was $1,376,616,000. Net unrealized gain aggregated $1,633,295,000 at period-end, of which $1,641,241,000 related to appreciated investments and $7,946,000 related to depreciated investments.

NOTE 5 - FOREIGN TAXES

The fund is subject to foreign income taxes imposed by certain countries in which it invests. Acquisition of certain foreign currencies related to security transactions are also subject to tax. Additionally, capital gains realized bythe fund upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed in accordance with the applicable foreign tax law, and, to the extent permitted,capital losses are used to offset capital gains. Taxes attributable to income are accrued by the fund as a reduction of income. Taxes incurred on the purchase of foreign currencies are recorded as realized loss on foreign currency transactions.Current and deferred tax expense attributable to net capital gains is reflected as a component of realized and/or change in unrealized gain/loss on securities in the accompanying financial statements. At April 30, 2011, the fund had no deferred taxliability attributable to foreign securities and no foreign capital loss carryforwards.

NOTE 6 - RELATED PARTY TRANSACTIONS

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). Price Associates has entered into a subadvisory agreement with T. Rowe Price InternationalLtd, a wholly owned subsidiary of Price Associates, to provide investment advisory services to the fund; the subadvisory agreement provides that Price Associates may pay the subadvisor up to 60% of the management fee that Price Associates receivesfrom the fund. The fund was previously managed by T. Rowe Price International, Inc. (Price International), which was merged into its parent company, Price Associates, effective at the close of business on December 31, 2010. Thereafter, PriceAssociates assumed responsibility for all of Price Internationals existing investment management contracts, and Price International ceased all further operations. The corporate reorganization was designed to simplify Price Groupscorporate structure related to its international business and was intended to result in no material changes in the nature, quality, level, or cost of services provided to the T. Rowe Price funds.

The investment management agreement between the fund and Price Associates provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.75% of thefunds average daily net assets, and a group fee. The group fee rate is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from0.48% for the first $1 billion of assets to 0.285% for assets in excess of $220 billion. The funds group fee is determined by applying the group fee rate to the funds average daily net assets. At April 30, 2011, the effectiveannual group fee rate was 0.30%.

In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and provides certain otheradministrative services to the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the funds transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., providessubaccounting and recordkeeping services for certain retirement accounts invested in the fund. For the six months ended April 30, 2011, expenses incurred pursuant to these service agreements were $59,000 for Price Associates; $894,000 for T.Rowe Price Services, Inc.; and $79,000 for T. Rowe Price Retirement Plan Services, Inc. The total amount payable at period-end pursuant to these service agreements is reflected as Due to Affiliates in the accompanying financialstatements.

The fund is also one of several mutual funds sponsored by Price Associates (underlying Price funds) in which the T. Rowe Price Spectrum Funds (Spectrum Funds) may invest. The Spectrum Funds do not invest in the underlying Price fundsfor the purpose of exercising management or control. Pursuant to a special servicing agreement, expenses associated with the operation of the Spectrum Funds are borne by each underlying Price fund to the extent of estimated savings to it and inproportion to the average daily value of its shares owned by the Spectrum Funds. At April 30, 2011 and during the six months then ended, no shares of the fund were held by the Spectrum Funds.

The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the T. Rowe Price Reserve Investment Funds), open-end management investment companies managed byPrice Associates and considered affiliates of the fund. The T. Rowe Price Reserve Investment Funds are offered as cash management options to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates and are not available for direct purchase by members of the public. The T. Rowe Price Reserve Investment Funds pay no investment managementfees.

NOTE 7 - INTERFUND BORROWING PROGRAM

Pursuant to its prospectus, the fund may borrow up to 33 1/3% of its total assets. Price Associates has developed a program that provides temporary liquidity under an interfund borrowing agreement between the fund and other T. RowePrice-sponsored mutual funds. The program permits the borrowing and lending of cash at rates beneficial to both the borrowing and lending funds. Pursuant to program guidelines, loans totaling 10% or more of a borrowing funds total assetsrequire collateralization at 102% of the value of the loan; loans of less than 10% are unsecured. During the six months ended April 30, 2011, the fund incurred $1,000 in interest expense related to outstanding borrowings on two days in theaverage amount of $17,050,000 and at an average annual rate of 1.15%. At April 30, 2011, there were no borrowings outstanding.

INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS

A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each funds Statement of Additional Information, which youmay request by calling 1-800-225-5132 or by accessing the SECs website, sec.gov. The description of our proxy voting policies and procedures is also available on our website, troweprice.com. To access it, click on the words OurCompany at the top of our corporate homepage. Then, when the next page appears, click on the words Proxy Voting Policies on the left side of the page.

Each funds most recent annual proxy voting record is available on our website and through the SECs website. To access it through our website, follow the directions above, then click on the words Proxy VotingRecords on the right side of the Proxy Voting Policies page.

HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS

The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The funds Form N-Q is available electronically on theSECs website (sec.gov); hard copies may be reviewed and copied at the SECs Public Reference Room, 450 Fifth St. N.W., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT

On March 9, 2011, the funds Board of Directors (Board) unanimously approved the continuation of the investment advisory contract (Contract) between the fund and its investment advisor, T. Rowe Price Associates, Inc. (Advisor), aswell as the investment subadvisory contract (Subadvisory Contract) that the Advisor has entered into with T. Rowe Price International Ltd (Subadvisor). The Board considered a variety of factors in connection with its review of the Contract andSubadvisory Contract, also taking into account information provided by the Advisor during the course of the year, as discussed below:

Services Provided by the Advisor
The Board considered the nature, quality, and extent of the services provided to the fund by the Advisor and Subadvisor. These services included, but were not limited to, management of the funds portfolio and a variety of relatedactivities, as well as financial and administrative services, reporting, and communications. The Board also reviewed the background and experience of the Advisors and Subadvisors senior management teams and investment personnel involvedin the management of the fund. The Board noted that a restructuring involving the Advisor and certain of its affiliated investment advisors led to a restatement of the funds investment advisory contract and a new investment subadvisorycontract, effective at the close of business on December 31, 2010. This restructuring, which resulted in T. Rowe Price Associates, Inc., becoming the funds new investment advisor and T. Rowe Price International Ltd becoming the funds newinvestment subadvisor, had been determined by the Board at a meeting in October 2010 not to diminish the nature, quality, or level of services provided to the fund or to materially change the manner in which advisory services were to be provided.The Board concluded that it was satisfied with the nature, quality, and extent of the services provided by the Advisor and Subadvisor.

Investment Performance of the Fund
The Board reviewed the funds average annual total returns over the 1-, 3-, 5-, and 10-year periods, as well as the funds year-by-year returns, and compared these returns with a wide variety of previously agreed uponcomparable performance measures and market data, including those supplied by Lipper and Morningstar, which are independent providers of mutual fund data. On the basis of this evaluation and the Boards ongoing review of investment results, andfactoring in the relative market conditions during certain of the performance periods, the Board concluded that the funds performance was satisfactory.

Costs, Benefits, Profits, and Economies of Scale
The Board reviewed detailed information regarding the revenues received by the Advisor under the Contract and other benefits that the Advisor (and its affiliates, including the Subadvisor) may have realized from its relationship withthe fund, including research received under soft dollar agreements and commission-sharing arrangements with broker-dealers. The Board considered that the Advisor and Subadvisor may receive some benefit from soft-dollar arrangementspursuant to which research is received from broker-dealers that execute the applicable funds portfolio transactions. The Board also received information on the estimated costs incurred and profits realized by the Advisor and its affiliates (including the Subadvisor) from advising T. Rowe Price mutual funds, as well as estimates of the gross profits realized from managing the fund in particular. The Board concluded that the Advisors profits were reasonablein light of the services provided to the fund. The Board also considered whether the fund or other funds benefit under the fee levels set forth in the Contract from any economies of scale realized by the Advisor. Under the Contract, the fund pays afee to the Advisor composed of two componentsa group fee rate based on the aggregate assets of certain T. Rowe Price mutual funds (including the fund) that declines at certain asset levels and an individual fund fee rate that is assessed onthe assets of the fund. The Board determined that it would be appropriate to introduce another breakpoint into the group fee rate, effective May 1, 2011, to allow fund shareholders to participate in additional economies of scale. Under theSubadvisory Contract, the Advisor may pay the Subadvisor up to 60% of the advisory fee that the Advisor receives from the fund. The Board concluded that the advisory fee structure for the fund continued to provide for a reasonable sharing ofbenefits from any economies of scale with the funds investors.

Fees
The Board reviewed the funds management fee rate, operating expenses, and total expense ratio and compared them with fees and expenses of other comparable funds based on information and data supplied by Lipper. The informationprovided to the Board indicated that the funds management fee rate and total expense ratio were above the median for certain groups of comparable funds but below the median for other groups of comparable funds. The Board also reviewed the feeschedules for institutional accounts of the Advisor and its affiliates with similar mandates. Management provided the Board with information about the Advisors responsibilities and services provided to institutional account clients, which aremore limited than its responsibilities for the fund and other T. Rowe Price mutual funds that it advises, and showing that the Advisor performs significant additional services and assumes greater risk for the fund and other T. Rowe Price mutualfunds that it advises than it does for institutional account clients. On the basis of the information provided, the Board concluded that the fees paid by the fund under the Contract were reasonable.

Approval of the Contract
As noted, the Board approved the continuation of the Contract and Subadvisory Contract (and the inclusion of an additional breakpoint in the group fee schedule). No single factor was considered in isolation or to be determinative to thedecision. Rather, the Board was assisted by the advice of independent legal counsel and concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund to approve the continuation of theContract and the Subadvisory Contract (including the fees to be charged for services thereunder).

Item 2. Code of Ethics.

A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibitto the registrants annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrants most recent fiscal half-year.

Item 3. Audit Committee Financial Expert.

Disclosure required in registrants annual Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Disclosure required in registrants annual Form N-CSR.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrants principal executive officer and principal financial officer have evaluated the registrants disclosure controls and procedures within 90 days of this filing and have concluded that the registrantsdisclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrants principal executive officer and principal financial officer are aware of no change in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The registrants code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrants annual Form N-CSR.

(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of1940, are attached.

(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.

(b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, isattached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment

Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

T. Rowe Price International Funds, Inc.

By/s/ Edward C. Bernard

Edward C. Bernard

Principal Executive Officer

DateJune 16, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment

Company Act of 1940, this report has been signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

By/s/ Edward C. Bernard

Edward C. Bernard

Principal Executive Officer

DateJune 16, 2011

By/s/ Gregory K. Hinkle

Gregory K. Hinkle

Principal Financial Officer

DateJune 16, 2011

EX-99.CERT2ex-99cert.htm302 CERTIFICATIONS

CERTIFICATIONS

Item 12(a)(2).

CERTIFICATIONS

I, Edward C. Bernard, certify that:

1. I have reviewed this report on Form N-CSR of T. Rowe Price Latin America Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under

which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations, changes in

net assets, and cash flows (if the financial statements are required to include a statement of cash

flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act

of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the

Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to

the registrant, including its consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in

this report our conclusions about the effectiveness of the disclosure controls and procedures, as of

a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial reporting that

occurred during the second fiscal quarter of the period covered by this report that has materially

affected, or is reasonably likely to materially affect, the registrants internal control over financial

reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the

audit committee of the registrant's board of directors (or persons performing the equivalent

functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrant's ability to

record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal control over financial reporting.

Date:June 16, 2011/s/ Edward C. Bernard

Edward C. Bernard

Principal Executive Officer

CERTIFICATIONS

I, Gregory K. Hinkle, certify that:

1. I have reviewed this report on Form N-CSR of T. Rowe Price Latin America Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under

which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations, changes in

net assets, and cash flows (if the financial statements are required to include a statement of cash

flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act

of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the

Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to

the registrant, including its consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in

this report our conclusions about the effectiveness of the disclosure controls and procedures, as of

a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial reporting that

occurred during the second fiscal quarter of the period covered by this report that has materially

affected, or is reasonably likely to materially affect, the registrants internal control over financial

reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the

audit committee of the registrant's board of directors (or persons performing the equivalent

functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrant's ability to

record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal control over financial reporting.

Date:June 16, 2011/s/ Gregory K. Hinkle

Gregory K. Hinkle

Principal Financial Officer

EX-99.906 CERT3ex-99_906cert.htm906 CERTIFICATIONS

CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002

Item 12(b).

CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002

Name of Issuer: T. Rowe Price Latin America Fund

In connection with the Report on Form N-CSR for the above named Issuer, the undersigned hereby

certifies, to the best of his knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities

Exchange Act of 1934;

2.The information contained in the Report fairly presents, in all material respects, the financial

condition and results of operations of the Issuer.

Date: June 16, 2011/s/ Edward C. Bernard

Edward C. Bernard

Principal Executive Officer

Date: June 16, 2011/s/ Gregory K. Hinkle

Gregory K. Hinkle

Principal Financial Officer

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